GLOBAL INTELLICOM INC
10-Q/A, 1996-08-19
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    Re-Stated
                                   Form 10-Q/A


(X)        QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996.

                                       OR

(_)        TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

           For the transition period from ________ to ________

Commission file number 0-26684


                             GLOBAL INTELLICOM, INC.
                     --------------------------------------
             (Exact name of registrant as specified in its charter.)



          Nevada                                                 13-3797104
          ------                                                 ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)


        747 Third Avenue
        New York, New York                                          10017
 --------------------------------------                             -----
(Address of principal executive offices)                          (Zip code)


                                  (212)750-3772
                           --------------------------
               Registrant's telephone number, including area code)


           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required by Section 13 or 15(d) of the Securities  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required to file such  report(s),  and (2) has been  subject to such filing
requirements for the past 90 days.   Yes  [X]        No  [_]

           As of May 10, 1996, there were outstanding 3,143,203 shares of Global
Intellicom, Inc.'s common stock, par value $0.1 per share (the "Common Stock").



<PAGE>



                         PART I . FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS
           --------------------

                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
              OPERATIONS THREE MONTHS ENDED MARCH 31, 1995 AND 1996
                                   (Unaudited)

                                                 Three months ended
                                                      March 31,
                                        -----------------------------------
                                            1995                    1996
                                        -----------             -----------
                                                                 (Restated)
NET SALES                               $ 8,019,558             $ 8,701,661

COST OF GOODS SOLD                        7,371,595               7,330,507
                                        -----------             -----------

GROSS PROFIT                                647,963               1,371,154


OPERATING EXPENSES:
  Selling, shipping and general and
   administrative                           383,557               1,353,206
  Depreciation and amortization              13,029                  50,487
  Amortization of intangibles                33,765                  61,487
                                        -----------             -----------
                                           430,351                1,465,180
                                        -----------             -----------
OPERATING INCOME (LOSS)                    217,612                  (94,026)

OTHER EXPENSES - INTEREST                   71,601                  157,411

INCOME (LOSS) BEFORE PROVISION FOR
  INCOME TAXES                             146,011                 (251,437)

PROVISION (BENEFIT) FOR INCOME TAXES            --                 (100,574)
                                        -----------             -----------

NET INCOME (LOSS)                       $   146,011             $  (150,863)
                                        ===========             =========== 
NET INCOME (LOSS) PER COMMON SHARE      $       0.0             $     (0.05)


WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                   2,500,000               3,143,203
                                        ===========             ===========



                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                      -2-

<PAGE>



                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      DECEMBER 31, 1995 AND MARCH 31, 1996
<TABLE>
<CAPTION>
                                     ASSETS

                                                           December 31,          March 31,
                                                               1995                 1996
                                                           ------------        -------------
                                                               (a)              (Unaudited)
CURRENT ASSETS:
<S>                                                        <C>                 <C>          
   Cash                                                    $    496,622        $       2,065
   Due from factor                                              446,424              507,169
   Accounts receivable -- trade, less 
    allowance for doubtful accounts of
    $68,265 and $83,265, respectively                           135,787               34,207
   Accounts receivable -- non-trade                             285,933              545,069
   Other receivables                                             92,938              109,576
   Inventories                                                4,666,842            2,834,157
   Notes receivable --stockholders                              419,680              378,829
   Note and loans receivable -- other                            81,315               85,664
   Prepaid expenses and other current assets                    322,087              361,449
   Deferred income taxes                                        180,000              280,574
                                                           ------------        -------------
      Total current assets                                    7,127,628            5,138,759
                                                           ------------        -------------

PROPERTY AND EQUIPMENT -- net of accumulated
 depreciation and amortization                                  544,275              635,736
                                                           ------------        -------------

INTANGIBLE ASSETS -- net of accumulated amortization          3,462,446            3,412,223
                                                           ------------        -------------

OTHER ASSETS:
   Deferred offering costs                                      125,389              372,131
   Other assets                                                  54,093              147,847
                                                           ------------        -------------
                                                                179,482              519,978
                                                           ------------        -------------
                                                           $ 11,313,831 "      $   9,706,696
                                                           ------------        -------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

   Notes payable--related party                            $         --        $     200,000
   Due to financial institutions                              4,994,135            3,675,663
   Accounts payable -- trade                                  1,618,091            1,228,550
   Accounts and note payable -- related party                   445,700              295,700
   Accounts payable -- related party                                 --              131,601
   Due on acquisitions -- current portion                       422,788              512,776
   Current portion of capitalized lease obligations              89,700              105,403
   Income taxes payable                                         149,103              149,103
   Accrued expenses and other current liabilities               514,562              474,415
                                                           ------------        -------------
          Total current liabilities                           8,234,079            6,773,211
                                                           ------------        -------------

LONG-TERM LIABILITIES:

   Capitalized lease obligations --net of current portion       221,873              285,465
   Due on acquisitions -- net of current portion                447,522              379,046
   Other liabilities                                             80,833               65,313
                                                           ------------        -------------
                                                                750,228              729,824
                                                           ------------        -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY :

   Preferred Stock -- $.01 par value:
   Authorized -- 10,000,000 shares -- 1996
   Issued and outstanding -- none -- 1996
   Common stock -- $.01 par value:
   Authorized -- 20,000,00 shares --1995 and 1996
   Issued -- 3,143,203 shares -- 1995 and 1996                   31,432               31,432
   Common stock to be issued                                    181,753              206,753
   Additional paid-in capital                                 2,013,224            2,013,224
   Retained earnings (Deficit)                                  111,999              (38,864)
   Treasury stock, at cost                                       (8,884)              (8,884)
                                                           ------------        -------------
          Total stockholders' equity                          2,329,524            2,203,661
                                                           ------------        -------------
                                                           $ 11,313,831        $   9,706,696
                                                           ------------        -------------

</TABLE>

(a)        The balance  sheet at December  31,  1995 has been  derived  from the
           audited financial statements at that date.

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                      -3-

<PAGE>



                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1995 AND 1996
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       March 31,
                                                           ---------------------------------
                                                               1995                 1996
                                                           ------------        -------------
<S>                                                        <C>                 <C>           
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss):                                      $    146,011        $    (150,863)
   Adjustments to reconcile net income (loss) to net cash
    provided by  operating activities:
      Depreciation and amortization                              13,029               50,487
      Amortization of intangibles                                33,765               61,487
      Other amortization                                             --               22,975
      Deferred income taxes                                          --             (100,574)
      Other                                                     (13,636)                  --
      Changes in assets and liabilities:
         Due from factor                                     (1,450,226)             (60,745)
         Accounts receivable -- trade                         1,542,492              101,580
         Accounts receivable -- non-trade                        94,155             (259,136)
         Inventories                                            592,062            1,832,685
         Other receivables                                           --              (16,638)
         Notes and loan receivable -- other                      14,243               (4,349)
         Prepaid expenses and other                            (124,978)             (39,362)
         Accounts payable trade                                (168,460)            (398,418)
         Accounts and note payable -- related party             (10,400)            (150,000)
         Accounts payable -- related party                           --               20,416
         Accrued expenses and other                              49,897              (49,155)
                                                           ------------        -------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                       717,954              860,390
                                                           ------------        -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Loans to stockholders                                        (43,431)              40,851
   Payments of other intangibles                               (356,588)             (87,862)
   Purchases of property and equipment                               --              (23,270)
                                                           ------------        -------------

NET CASH USED IN INVESTING ACTIVITIES                          (400,019)             (70,281)
                                                           ------------        -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Deferred offering costs                                      (31,849)            (127,539)
   Proceeds from notes payable -- related party                      --              200,000
   Advances on line of credit -- net                           (179,022)                  --
   Due to financial institutions -- net                         (34,942)          (1,318,472)
   Payments on capitalized lease obligations                         --              (38,655)
                                                           ------------        -------------

NET CASH USED IN FINANCING ACTIVITIES                          (245,813)          (1,284,666)
                                                           ------------        -------------

NET CHANGE IN CASH                                               72,122             (494,557)

CASH -- at beginning of year                                     36,267              496,622
                                                           ------------        -------------

CASH -- at end of period                                   $    108,389        $       2,065
                                                           ============        =============

</TABLE>

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.


                                      -4-


<PAGE>



                    GLOBAL INTELLICOM, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1995 AND 1996
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Three months ended
                                                                                       March 31,
                                                                           ---------------------------------
                                                                               1995                 1996
                                                                           ------------        -------------
                                                                                                 (Restated)
<S>                                                                        <C>                 <C>          
SCHEDULE OF NON-CASH ACTIVITIES:

   Accrued deferred debt costs -- notes payable -- related party           $         --        $      29,595
                                                                           ============        =============
  
   Offset of note receivable from purchase of business                     $     36,748                   --
                                                                           ============        =============

   Accrued acquisition costs                                               $    213,999        $      11,264
                                                                           ============        =============

   Accrued deferred offering costs                                         $         --        $      94,203
                                                                           ============        =============

   Purchase of property and equipment by capital leases                    $     32,775        $     117,950
                                                                           ============        =============

   Common stock to be issued -- notes payable -- related party             $         --        $      25,000
                                                                           ============        =============



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


   Cash paid for interest                                                  $     69,318        $     123,559
                                                                           ============        =============

   Cash paid for income taxes                                              $         --        $         705
                                                                           ============        =============
</TABLE>

                                      -5-
<PAGE>

                    GLOBAL INTELLICOM. INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



           A.        Restated Unaudited Financial Statements

           The   accompanying   unaudited   condensed   consolidated   financial
statements of the Global Intellicom,  Inc. (the "Company") have been prepared in
accordance with Rule 10-01 of Regulation S-X and, therefore,  do not include all
information  and  footnotes  necessary  for a  fair  presentation  of  financial
position,  results of  operations  and cash flows in conformity  with  generally
accepted  accounting  principles.  In the opinion of the Company,  however,  the
accompanying  financial  statements contain all adjustments,  which include only
normal  recurring  adjustments,   necessary  to  present  fairly  the  Company's
financial  position as of December 31, 1995 and March 31,  1996,  its results of
operations  for the three month  periods  ended March 31, 1996 and 1995 and cash
flows for the three month periods  ended March 31, 1996 and 1995.  The Company's
interim  results of  operations  are not  necessarily  indicative of what may be
expected for the full year. The results of operations for the three months ended
March 31,  1996 have been  restated  due to an error in the  physical  inventory
count taken as of March 31, 1996 in the amount of $300,000. Therefore instead of
net income of $29,137 on $0.01 per share as originally  reported the Company has
a net loss of  $150,863.  or $0.05 after a benefit for income taxes of $100,574.
All notes to the condensed  consolidated  financial statements as well as Item 2
management's  discussion  and  analysis of  financial  conditions  and result of
operations have been restated.

           B.        Inventories

           Inventories,  consisting  solely of finished  goods are valued at the
lower of cost (first-in, first-out) or market.

           C.        Notes Payable--Related Party

On January 29, 1996 , the  Company  entered  into a  Commitment  Agreement  with
Triangle  Bridge  Group,  L.P.  ("Triangle").  Under  the  terms  of  Commitment
Agreement,  Triangle agreed to loan to the Company two hundred  thousand dollars
($200,000) to be evidenced by a secured  promissory  note of the Company bearing
interest  at a rate of 6% per annum  which is due and  payable on August 1, 1996
(the "Triangle  Note").  In consideration  for the agreement by Triangle to make
this loan, the Company has paid a fee to Triangle in the form of 5,000 shares of
the Company's common stock. These shares are "restricted  securities" as defined
in the  Securities  Act. The Triangle  Note is secured by a pledge of all of the
outstanding stock one of the Company's subsidiaries.  The Triangle Note provides
that an event of default thereunder (a default being defined as a failure to pay
under the Triangle Note or any related  agreement,  or a bankruptcy event or its
equivalent  occurring with respect to the Company) which remains uncured for ten
(10) days, gives Triangle the option to convert all or any portion of the amount
outstanding  under the  Triangle  Note  into  unregistered  Common  Stock of the
Company at $3.50 per share (the "Convertible  Share").  Triangle has "piggyback"
registration rights,  assignable to any third party transferee,  with respect to
such  Convertible  Shares,  and the Company  has agreed to pay any  registration
expenses with respect to such shares.

                                      -6-




<PAGE>



ITEM  2    MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
           RESULTS OF OPERATIONS

           On  September  28,  1995  Global  Intellicom,  Inc.  (the  "Company")
purchased  all  of  the  issued  and  outstanding  stock  of  National  Computer
Resources,  Inc.  ("NATCOM") and as such NATCOM's  results of operations for the
first  three  months of 1996 have been  included in the  accompanying  condensed
consolidated statement of operations.

           The following  discussion and analysis compares the operating results
of the Company for the three months ended March 31, 1996,  with the three months
ended  March 31,  1995.  Also  included  is a  discussion  and  analysis  of the
Company's financial condition and liquidity as of March 31, 1996.

THE THREE MONTHS  ENDED MARCH 31, 1996  (UNAUDITED)  AS COMPARED  WITH THE THREE
MONTHS ENDED MARCH 31, 1995 (UNAUDITED).

           Net Sales.  Net sales increased 8.5% to $8,701,661 in the first three
months of 1996 from  $8,019,558 in the first three months of 1995, or a $682,103
increase.  The net sales of NATCOM was  $789,712  in the first  three  months of
1996.  Net  sales  increased  as a result  of a  change  in  sales  mix  through
management's  concentration  of sales of higher margin products to the Company's
larger customers.

           Gross Profit. Gross profit increased to $1,371,154 in the first three
months of 1996 from  $647,963 in the first three months  1995.  The gross profit
percentage  increased  to  15.8%  from  8.1%.  This  improvement  is  due to the
following:  (i) gross profits  generated by NATCOM and; (ii) the  aforementioned
changes in sales mix.

           Operating Expenses. Operating expenses increased to $1,465,180 in the
first three months of 1996 from  $430,351 in the first three months of 1995,  or
an increase of $1,034,829.  The operating  expenses of NATCOM was $372,454.  The
remaining  increase  of  $662,375 is due to the  following  items.  There was an
increase  in  salaries  and related  payroll  expenses to support the  Company's
future growth plans. Rent expense increases reflects the Company's move to newer
and larger  facilities  consisting of a warehouse,  a  configuration  center and
operating  offices in West Chester,  Pennsylvania  and executive  offices in New
York City. In addition,  factor fees of $56,684 were incurred.  Depreciation and
amortization expenses increased as a result of the AMCOM Business Centers Corp.
acquisition.

           Other  Expenses.   Other  expenses,   principally   interest  expense
increased  to  $157,411 in the first  three  months of 1996 from  $71,601 in the
first three months of 1995. The increase is primarily the result of two factors:
(I) increased  interest  expense and; (ii) the  amortization  of deferred  debts
costs.  Interest  expense  increased due to increase in the level of outstanding
indebtedness with both the Company's factor and financial institution.

           Net  Income(Loss).  Net loss was $(150,863) in the first three months
of 1996 as compared  to a net income of  $146,011  in the first three  months of
1995.  As a result of the factors  discussed  above net income  (loss) per share
decreased  to $(0.05) per share in the first three months of 1996 from $0.06 per
share in the first three months of 1995.  The per share  calculation as of March
31,  1996 and 1995 are  based  upon  weighted  average  shares  outstanding,  of
3,143,203 and 2,500,000, respectively.

                                      -7-
<PAGE>



FINANCIAL CONDITION AND LIQUIDITY

           All  of  the  Company's  subsidiaries  have  entered  into  factoring
agreements with Century  Business  Credit  Corporation  ("Century")  whereby the
subsidiaries sell to Century their trade receivables, without recourse, provided
Century approves the customers credit. The term of the factoring  agreements are
one year, with automatic renewals from year to year, unless terminated earlier.

           Two of the  Company's  subsidiaries,  Amcom  Business  Centers  Corp.
("AMCOM") and Vircom,  Inc.  ("VIRCOM")  have entered into a Loan and Securities
Agreement as amended ("Loan  Agreement")  with Finova Capital Corp.  ("Financial
Institution")   which  as  amended   provides   for  an   $8,000,000   inventory
floorplanning credit line. The Company has a verbal agreement with the Financial
Institution regarding the Company's payment of its undercollateralization of the
inventory  floorplanning  loan which  amounts to  $355,000 as of the date of its
filing. The Company is being charged 3% above prime on the outstanding balance.

           The  Company's  capitalization  as of March  31,  1996  consisted  of
$2,203,661  of  stockholder's  equity,  $200,000  bridge loan and  $3,675,663 of
borrowings under the inventory floorplanning loan. Operating activities provided
net cash of $860,390 in the first three months of 1996. Net loss was ($150,863).
Accounts  receivable-nontrade  increased ($259,136) as results of the filing for
rebates due to the Company.  Inventory decreased $1,832,685 and accounts payable
trade decreased  ($398,418).  Investing  activities used cash of ($70,281).  Net
repayment of loans from  stockholders  was $40,851.  The Company  incurred costs
related to  acquisitions  in the amount of  ($87,862).  Purchase of property and
equipment amounted to ($23,270). Financing activities used cash of ($1,284,666).
The Company incurred deferred offering costs of ($127,539) offset by an increase
of $200,000 as a result of a notes  payable--related  party. Net borrowings from
the Financial Institution decreased by ($1,318,472).

           For the three  months  ended  March 31,  1996 three of the  Company's
customers  accounted for approximately 37.6% of net sales. The Company considers
its business  relationships with these three companies to be good, however,  the
loss of any of these  accounts or a  significant  reduction in the  purchases by
these accounts could have an adverse impact on the Company's financial results.

           AMCOM has derived  approximately  84% of its net sales  during  three
months ended March 31, 1996 from the sale of products supplied by three vendors.
One vendor, NEC Technologies ("NEC"), accounted for 81% of AMCOM's net sales for
the three months ended March 31, 1996. The loss of any of these key vendors, and
in  particular  NEC,  could have a material  adverse  impact.  In addition,  the
Company's dependence on NEC could result in significant decrease in net sales if
NEC is not able to fill the Company's orders for products on a timely basis. The
Company has become an authorized  reseller for other  vendors.  This reduces the
Company's dependence on NEC.

           The  Company  does  not  have  significant  commitments  for  capital
expenditures as of March 31, 1996 and no significant commitments are anticipated
for the remainder of the 1996 calendar  year. As of March 31, 1996,  the Company
has in addition to its inventory  floorplan  loan,  outstanding  commitments  to
purchase   inventory  which  has  been  approved  on  the  Company's   inventory
floorplanning credit line of approximately $4,015,000.



<PAGE>


           The  Company  has  commitments  to  make   contractual   payments  in
accordance with certain  agreements.  In accordance with the agreements relating
to the  acquisition of AMCOM the Company has to pay the following  amounts:  (i)
$142,000 on April 18, 1996 which was paid and; (ii) a total  contingent  payment
based  upon  1/2% of net  sales  (as  defined)  beginning  April  1996,  payable
quarterly  during  1996 with the first  quarterly  payment due July 15, 1996 and
commencing  January  1,  1997  monthly  thereafter.  The  acquisition  of NATCOM
requires  the Company to make the  following  payments:  (i) $100,000 at closing
which was paid;  (ii)  $50,000 due six months  after the Closing  date which was
paid;(iii) $150,000 due one year after the Closing Date; (iv) $79,000 due at the
end of next seven  quarters  following the one year  anniversary  of the Closing
Date;  and (v) $80,000  following the three year  anniversary  due September 28,
1998.  In  March  1996  the  purchase  price  was  amended  to  include  $48,678
representing  amounts  payable for 1995 in  accordance  with certain  employment
and/or consulting agreements. The payments may be subject to certain adjustments
for prior income taxes due by the sellers.  In connection  with the February 16,
1996 settlement  agreement with the Company's former outside  corporate  counsel
the Company agreed to pay $464,000 in full  satisfaction  of outside legal costs
as follows:  (i) $150,000 upon signing of the Agreement which was paid and; (ii)
$314,000  promissory note payable as follows $75,000 on May 25, 1996, August 25,
1996 and November 25, 1996 and $89,000 on December 31, 1996.

           The Company anticipates  increased revenues as a result of the NATCOM
acquisition and additional  vendor  relationships  described  above. The Company
believes  gross  profits  measured as a percentage of net sales will increase to
the extent that the percentage of the Company's net sales from NATCOM increases,
which  historically  has a higher  gross  profit  percentage  than either of the
Company's other subsidiaries.  The Company expects competitive pressure on gross
profit margins in the future.  Competition is based on price, breadth of product
lines, product and credit availability,  delivery time and the level and quality
of technical support services provided.

           On January 26, 1996,  in order to meet short term cash  requirements,
the Company borrowed  $200,000 from a limited  partnership whose general partner
is a corporation  controlled by a Director and  Stockholder of the Company.  The
loan ("Bridge  Loan") is evidenced by a promissory  note bearing  interest at 6%
per annum and is due and payable on August 1, 1996.  The date has been  extended
by agreement to October 31, 1996. The note is  convertible,  upon the occurrence
of an event of default  thereunder,  at the sole discretion of the borrower at a
rate of $3.50 per share of unregistered common stock. The note is collateralized
by the common stock of NATCOM.

           On April 5, 1996 the Company issued 15,000 shares to two directors of
the Company at $3.00 per share  representing  compensation for services rendered
in connection with obtaining future financing for the Company.

          During  the  months of April and May,  1996,  four  directors  and one
shareholder advanced  approximately  $500,000 to the Company, to meet short term
cash requirements,  in return for one-year promissory note at 10% and a total of
28,020 warrants, exercisable over two years at $5.25 per share.

          On June 26, 1996,  the Company  issued a 90-day  $500,000  convertible
subordinated  promissory note to Inabata America  Corporation  ("Inabata Note").
The Inabata Note bears  interest at 2% per month which is payable on the 1st day
of each month commencing  August 1, 1996. The Inabata Note may be converted into
common stock at the option of the payee on or before the maturity date and for a
period of 15 business days  thereafter at the exercise price equal to the lesser
of (a) the closing  price per share for the  Company's  common  stock  quoted on
NASDAQ  with  respect  to "small  cap.  companies"  on June 26,  1996,  or (b) a
discount of 25% off the bid price per share of the Company's common stock quoted
with respect to "small cap. companies" on the date of conversion.


                                      -9-

<PAGE>


           On July 9, 1996 the Company  entered  into an  Offshore  Subscription
Agreement pursuant to which Signature Equities Agency, GmbH, a broker located in
Dusseldorf,  Germany,  sold 140,000 shares of the Company's  stock at $2.475 per
share amounting to gross proceeds of $346,500.

           The  Company  has  agreed  with the  former  NATCOM  shareholders  to
distribute  15,000 shares of its common stock to said shareholders in payment of
a balance of $47,873.00 due for the first quarter of 1996 under the NATCOM stock
purchase agreement, the Dilts, Smith and Bohs Employment Agreement and the Barry
Consulting Agreement.

           The Company  currently  anticipates  its 1996 results of  operations,
existing financing,  and vendor relationships will meet the Company's short-term
and long-term cash requirements.  To the extent the Company's growth exceeds its
resources,  the Company anticipates obtaining additional credit facilities.  The
Company  intends to grow  internally  and through  strategic  acquisitions.  The
Company is currently evaluating  potential  acquisitions;  however,  there is no
assurance that the Company will conclude any such opportunities.

           Should the Company's  cash flow from  operations be  insufficient  to
meet all of its requirements,  the Company would seek additional capital through
the  issuance  of stock or debt in the  public  markets  or some form of private
financing.  The Company is presently  considering  various  activities  to raise
additional  equity or convertible debt during the second quarter of 1996 to: (i)
increase  cash flow both short and  long-term;  (ii) fund the growth  management
anticipates  for 1996; and (iii) to provide funds,  as necessary,  for strategic
acquisitions.

           Inflation.  The impact of inflation on the Company's  operations  has
not been  significant  to date.  There can be no  assurance  that a high rate of
inflation  in the  future  would not have an  adverse  effect  on the  Company's
operations.


PART II.        OTHER INFORMATION


           Items 1 through 6 are not applicable.




                                      -10-

<PAGE>

                                   SIGNATURES

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
as  amended,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.



           Date:    August 13, 1996

                                                GLOBAL INTELLICOM, INC.



                                                By /s/ Howard Maidenbaum
                                                   ------------------------
                                                    Howard Maidenbaum
                                                    Executive Vice President




                                                By /s/ Anthony R. Cucchi
                                                   ------------------------
                                                   Anthony R. Cucchi
                                                   President




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<NAME>                        GLOBAL INTELLICOM, INC.
       
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